FOXO Technologies SEC Filings

FOXO Technologies Inc. states its Board and a Majority Shareholder approved a reverse stock split range of one-for-one thousand (1:1,000) to one-for-ten thousand (1:10,000), to be effected at the Board’s sole discretion prior to November 30, 2026. The action was authorized by written consent dated May 18, 2026 and will be completed by filing a Certificate of Amendment with the Delaware Secretary of State.

The Information Statement discloses 4,261,663,700 shares of Common Stock outstanding as of the Record Date and shows estimated post-split outstanding shares between 4,261,664 (1:1,000) and 426,166 (1:10,000). The filing explains the Board’s rationale is to increase per-share trading price for potential OTCQB quotation or an exchange listing, notes prior FINRA processing issues have been addressed, and describes fractional-share treatment (round up).

FOXO Technologies Inc. entered into a Strategic Technology License Agreement with founder Jon R. Sabes and LongevityFP Technologies, LLC. The deal grants LongevityFP Technologies an exclusive worldwide license to commercialize FOXO’s epigenetics intellectual property, including two issued U.S. patents, datasets, and machine learning models.

LongevityFP Technologies will pay FOXO a royalty equal to 3% of net revenues from the licensed technology, capped at $1.3 million, and receives a ten-year exclusive option to acquire majority ownership of FOXO Labs, Inc. Depending on the option structure, FOXO would retain a 40% equity interest in the resulting epigenetics enterprise. The agreement includes mutual releases and resolves prior matters between the parties.

FOXO Technologies Inc. entered into a Strategic Technology License Agreement with founder Jon R. Sabes and LongevityFP Technologies, LLC. The deal grants LongevityFP Technologies an exclusive worldwide license to commercialize FOXO’s epigenetics intellectual property, including two issued U.S. patents, datasets, and machine learning models.

LongevityFP Technologies will pay FOXO a royalty equal to 3% of net revenues from the licensed technology, capped at $1.3 million, and receives a ten-year exclusive option to acquire majority ownership of FOXO Labs, Inc. Depending on the option structure, FOXO would retain a 40% equity interest in the resulting epigenetics enterprise. The agreement includes mutual releases and resolves prior matters between the parties.

FOXO Technologies Inc. reached a settlement with J.H. Darbie & Co. to resolve obligations under several prior agreements. The company will issue 400 shares of Series D Cumulative Convertible Redeemable Preferred Stock and pay $175,000 in seven monthly installments of $25,000 from May through December 2026. If FOXO misses payments, the unpaid balance may be converted into Class A common shares at 90% of the 20‑day volume‑weighted average price, capped by a 4.99% beneficial ownership limit. Separately, a majority stockholder controlled by the CEO, holding about 95.56% of voting rights as of May 18, 2026, approved a reverse stock split by written consent. The reverse split will become effective no earlier than 20 days after mailing a definitive Schedule 14C and remains subject to FINRA approval.

FOXO Technologies Inc. reached a settlement with J.H. Darbie & Co. to resolve obligations under several prior agreements. The company will issue 400 shares of Series D Cumulative Convertible Redeemable Preferred Stock and pay $175,000 in seven monthly installments of $25,000 from May through December 2026. If FOXO misses payments, the unpaid balance may be converted into Class A common shares at 90% of the 20‑day volume‑weighted average price, capped by a 4.99% beneficial ownership limit. Separately, a majority stockholder controlled by the CEO, holding about 95.56% of voting rights as of May 18, 2026, approved a reverse stock split by written consent. The reverse split will become effective no earlier than 20 days after mailing a definitive Schedule 14C and remains subject to FINRA approval.

FOXO Technologies Inc. entered into two Exchange Agreements with institutional investors to restructure its Series A Cumulative Convertible Redeemable Preferred Stock into senior unsecured non-convertible promissory notes. Investor 1 exchanged 2,467.98834 Series A shares with a stated value of $2,467,988.34 for an equal principal amount note, and Investor 2 exchanged 5,307.09694 Series A shares with a stated value of $5,307,096.94 for a matching principal amount note.

The exchanged preferred shares are cancelled, and the investors no longer hold instruments with conversion rights to FOXO equity. Each Senior Note is non-interest bearing, unsecured, and matures on the earlier of May 12, 2027 or the occurrence of an Event of Default, with an 18% per annum default interest rate. The company agrees not to incur indebtedness senior to these notes, repayment is to occur upon completion of a public offering or up-listing to a recognized stock exchange, and proceeds are earmarked for working capital purposes.

FOXO Technologies Inc. entered into two Exchange Agreements with institutional investors to restructure its Series A Cumulative Convertible Redeemable Preferred Stock into senior unsecured non-convertible promissory notes. Investor 1 exchanged 2,467.98834 Series A shares with a stated value of $2,467,988.34 for an equal principal amount note, and Investor 2 exchanged 5,307.09694 Series A shares with a stated value of $5,307,096.94 for a matching principal amount note.

The exchanged preferred shares are cancelled, and the investors no longer hold instruments with conversion rights to FOXO equity. Each Senior Note is non-interest bearing, unsecured, and matures on the earlier of May 12, 2027 or the occurrence of an Event of Default, with an 18% per annum default interest rate. The company agrees not to incur indebtedness senior to these notes, repayment is to occur upon completion of a public offering or up-listing to a recognized stock exchange, and proceeds are earmarked for working capital purposes.

FOXO Technologies Inc. reports Q1 2026 results with net revenues of $5.17 million, up from $3.17 million a year earlier, mainly from its healthcare and life science services businesses. Despite higher revenue, FOXO recorded a net loss to common stockholders of $1.74 million.

The company ended March 31, 2026 with $65,896 in cash and a working capital deficit of $27.1 million, and it carries $8.61 million of current debt. Management discloses that these conditions and ongoing losses raise substantial doubt about FOXO’s ability to continue as a going concern absent additional financing and improved cash flow.

FOXO Technologies Inc. reports Q1 2026 results with net revenues of $5.17 million, up from $3.17 million a year earlier, mainly from its healthcare and life science services businesses. Despite higher revenue, FOXO recorded a net loss to common stockholders of $1.74 million.

The company ended March 31, 2026 with $65,896 in cash and a working capital deficit of $27.1 million, and it carries $8.61 million of current debt. Management discloses that these conditions and ongoing losses raise substantial doubt about FOXO’s ability to continue as a going concern absent additional financing and improved cash flow.

FOXO Technologies Inc. is amending its charter to increase its authorized capital to 25,020,000,000 shares. This will consist of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share.

The Certificate of Amendment was authorized and approved by stockholders and adopted in accordance with Sections 212 and 242 of the Delaware General Corporation Law. It is scheduled to become effective upon filing with the Delaware Secretary of State on May 3, 2026.

FOXO Technologies Inc. is amending its charter to increase its authorized capital to 25,020,000,000 shares. This will consist of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share.

The Certificate of Amendment was authorized and approved by stockholders and adopted in accordance with Sections 212 and 242 of the Delaware General Corporation Law. It is scheduled to become effective upon filing with the Delaware Secretary of State on May 3, 2026.

FOXO Technologies Inc. files its annual report for the year ended December 31, 2025, describing a diversified business spanning rural hospitals, behavioral health, life science specimen sourcing, and epigenetic labs. The company has expanded via acquisitions of Myrtle Recovery Centers, Rennova Community Health and Vector BioSource, and now operates a 25-bed Critical Access Hospital and related behavioral health facilities in Tennessee.

FOXO reports substantial net losses, a working capital deficit and significant debt, and its auditors raise substantial doubt about its ability to continue as a going concern. The report details heavy reliance on equity financing, difficulty accessing a $5.0 million equity line, prior intangible asset impairments in the epigenetics division, and high regulatory exposure across healthcare, life science services and lab activities. Control of voting power by a preferred stockholder and challenges completing a further reverse stock split weigh on capital structure flexibility and liquidity.

FOXO Technologies Inc. files its annual report for the year ended December 31, 2025, describing a diversified business spanning rural hospitals, behavioral health, life science specimen sourcing, and epigenetic labs. The company has expanded via acquisitions of Myrtle Recovery Centers, Rennova Community Health and Vector BioSource, and now operates a 25-bed Critical Access Hospital and related behavioral health facilities in Tennessee.

FOXO reports substantial net losses, a working capital deficit and significant debt, and its auditors raise substantial doubt about its ability to continue as a going concern. The report details heavy reliance on equity financing, difficulty accessing a $5.0 million equity line, prior intangible asset impairments in the epigenetics division, and high regulatory exposure across healthcare, life science services and lab activities. Control of voting power by a preferred stockholder and challenges completing a further reverse stock split weigh on capital structure flexibility and liquidity.

The Board and the holder controlling a majority of votes approved an amendment to increase authorized Class A Common Stock from 10,000,000,000 to 25,000,000,000 shares. The approval was by unanimous board consent on March 20, 2026 and by written shareholder consent on March 27, 2026.

The Authorized Increase becomes effective when the Certificate of Amendment is filed with the Delaware Secretary of State after the 20-day mailing period required by Rule 14c-2(b). As of the Record Date the Company had 3,732,660,939 shares of Common Stock outstanding.

The Board and the holder controlling a majority of votes approved an amendment to increase authorized Class A Common Stock from 10,000,000,000 to 25,000,000,000 shares. The approval was by unanimous board consent on March 20, 2026 and by written shareholder consent on March 27, 2026.

The Authorized Increase becomes effective when the Certificate of Amendment is filed with the Delaware Secretary of State after the 20-day mailing period required by Rule 14c-2(b). As of the Record Date the Company had 3,732,660,939 shares of Common Stock outstanding.

FOXO Technologies Inc. reports that its majority stockholder, Rennova Health, Inc., which is controlled by the Company’s CEO, has approved an Authorized Increase by written consent. As of the March 20, 2026 record date, this majority holder controlled approximately 97.59% of voting rights directly or through proxy. The Company filed a preliminary Information Statement on Schedule 14C and plans to mail a definitive version to stockholders of record, after which the Authorized Increase will become effective 20 days later.

FOXO Technologies Inc. reported a leadership change in its finance function. On March 18, 2026, Chief Financial Officer and Principal Financial and Accounting Officer Sylwia Nowak Hauman resigned, citing concerns about the company’s internal control environment, financial reporting processes, and staffing of the finance team. The company states it disagrees with these characterizations and believes its controls, reporting processes, and staffing are adequate and significantly improved under current management, and it emphasizes its commitment to timely SEC reporting, including the upcoming 10-K. On March 24, 2026, FOXO appointed Celene Laurene Rattray Grant, a CPA with over 15 years of experience and prior consulting roles with the company, as the new Chief Financial Officer. Ms. Grant will receive a base salary of $200,000 and be eligible for a discretionary annual bonus of up to $25,000.

FOXO Technologies Inc. reported a leadership change in its finance function. On March 18, 2026, Chief Financial Officer and Principal Financial and Accounting Officer Sylwia Nowak Hauman resigned, citing concerns about the company’s internal control environment, financial reporting processes, and staffing of the finance team. The company states it disagrees with these characterizations and believes its controls, reporting processes, and staffing are adequate and significantly improved under current management, and it emphasizes its commitment to timely SEC reporting, including the upcoming 10-K. On March 24, 2026, FOXO appointed Celene Laurene Rattray Grant, a CPA with over 15 years of experience and prior consulting roles with the company, as the new Chief Financial Officer. Ms. Grant will receive a base salary of $200,000 and be eligible for a discretionary annual bonus of up to $25,000.